NJ Annual Report Filing: What Businesses Need to Know
Understand the key steps, requirements, and common pitfalls of filing an annual report for your New Jersey business.
Businesses operating in New Jersey face an annual requirement to file a report with the state, a process essential for maintaining good standing. This filing ensures state records are current, impacting legal compliance and public access to business information.
Failure to file on time or accurately can result in penalties, potentially leading to the state dissolving the business entity. Understanding the requirements is key to avoiding complications.
Entities Required to File
A wide range of businesses operating in New Jersey must file an annual report with the state’s Division of Revenue and Enterprise Services. This includes corporations formed in New Jersey (domestic) and those formed elsewhere but authorized to do business in the state (foreign).
The filing requirement also extends to Limited Liability Companies (LLCs), Limited Partnerships (LPs), and Limited Liability Partnerships (LLPs), regardless of whether they were formed in New Jersey or another state.1Justia Law. New Jersey Revised Statutes Section 42:2C-26 – Annual Report for Filing Office Nonprofit corporations operating within New Jersey must also file these reports annually to maintain their status.2Justia Law. New Jersey Revised Statutes Section 14A:4-5 – Annual Report to State Treasurer The consistent goal is to keep the state’s information on registered businesses up-to-date.
Required Information
When filing the annual report, businesses must confirm or update key details. This includes the business’s unique 10-digit state identification number, its legal structure (like LLC or corporation), and the date it was formed or authorized to operate in New Jersey.
A critical part of the report is verifying the Registered Agent and Registered Office. Every business must designate a registered agent with a physical street address in New Jersey (P.O. boxes are not sufficient). This agent receives official legal and state correspondence.3NJ Division of Revenue and Enterprise Services. Annual Reports Help The report requires the agent’s full name and complete street address.
Businesses must also confirm or update their principal office address. For corporations, this may include both a main headquarters address (which can be outside New Jersey) and a principal office within the state, if applicable. LLCs must provide the name and address of the LLC itself.
Information about the individuals managing the business is also required. Corporations must list the names and addresses of current directors and principal officers. LLCs need to provide the names and addresses of managing members or managers. Similar details are required for partnerships. This information provides transparency about the entity’s leadership.
Filing Procedures
The annual report must be submitted online through the Division of Revenue and Enterprise Services’ dedicated portal; mailed submissions are not accepted.4State of New Jersey. Online Annual Report Filing
To access the online system, filers need the company’s 10-digit New Jersey entity ID number, the business type, and the original date of formation or authorization in the state. This information verifies the business’s identity. If these details are unknown, they can often be found using the state’s online business record search tools.
Once logged in, the system guides the user through reviewing and updating the information currently on file. After completing the form, it is submitted electronically. An authorized individual’s electronic signature is required. Businesses should keep a copy of the filed report and the confirmation received after successful submission and payment.
The report is due each year by the last day of the month the business was originally formed or authorized in New Jersey (the anniversary month).5NJ Division of Revenue and Enterprise Services. Annual Reports Help For example, a business formed on April 15th must file by April 30th annually. While the state may send reminders, timely filing is the business’s responsibility.
Fees and Payment
Submitting the annual report requires paying a filing fee. For-profit corporations, LLCs, LPs, and LLPs, the fee is $75.6NJ Division of Revenue and Enterprise Services. Service Fees
Nonprofit corporations pay a lower fee of $30. Businesses must ensure they pay the correct amount based on their entity type.
Payment is made electronically through the online filing portal at the time of submission. Accepted methods include major credit cards (Visa, MasterCard, Discover, American Express) and eChecks. Using a credit card typically incurs a small additional service fee (around $3), while eChecks usually have a lower service fee (often $1 or less). These service fees are processed by the state’s payment partner and are separate from the state filing fee.
Penalties for Noncompliance
Missing the annual report filing deadline can lead to serious consequences. While there may not be immediate late fees for the report itself, prolonged noncompliance can result in the state revoking a business’s charter (for domestic entities) or its authority to operate in New Jersey (for foreign entities).
Typically, this process begins if a business fails to file for two consecutive years.7State of New Jersey. Online Annual Report FAQ The state may then issue a proclamation revoking the entity’s legal status after providing notice. For LLCs, failure to file for two years results in the entity being moved to an inactive list, making its name available for others to use, although the LLC legally continues to exist with liability protection intact during this inactive period.
Once a charter or authority is revoked, the business loses its “good standing” with the state. This prevents it from obtaining Certificates of Good Standing, often needed for loans, contracts, licenses, or registering in other states. The entity’s powers are considered void, and it loses its authority to legally conduct business in New Jersey.
A business whose status has been revoked generally cannot use the state’s court system to file lawsuits, such as enforcing contracts, although it can still be sued. The ability to operate legally is suspended until the entity takes steps to be reinstated.
Correcting Mistakes
If errors are found in an annual report after submission, they can be corrected. New Jersey law allows businesses to file a “Certificate of Correction” to fix inaccuracies in documents filed with the state, ensuring the public record is accurate. This differs from filing an amendment, which addresses more fundamental changes to formation documents.
To correct an error, businesses typically use the state’s online systems, potentially through the “Business Charter Amendment Service” portal or specific correction forms provided by the Division of Revenue and Enterprise Services.8NJ Division of Revenue and Enterprise Services. Form L-108 Certificate of Correction – LLC The process involves identifying the business, specifying the document and the error, and providing the correct information.
Filing a Certificate of Correction requires a fee. For non-profit corporations, the fee is $50. For LLCs, the fee is $100.9NJ Division of Revenue and Enterprise Services. Service Fees For-profit corporations may face similar fees. Payment is made online via credit card or eCheck, subject to service fees. Once filed, the correction generally relates back to the date of the original erroneous filing, though there are exceptions if someone relied on the incorrect information.
